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                                                                     EXHIBIT 3.2















                              ARTICLES OF AMENDMENT
                                       OF
                                 THE REGISTRANT


















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                              ARTICLES OF AMENDMENT
                               Stock (for profit)

A.     Name of Corporation:          HARP & EAGLE, LTD.
                            ------------------------------------------------
                            (prior to any change effected by this amendment)

       Text of Amendment (Refer to the existing articles of incorporation and
       instruction A. Determine those items to be changed and set forth below
       the number identifying the paragraph being changed and how the amended
       paragraph is to read.)

          RESOLVED, THAT, the articles of incorporation be amended as follows:

                           See attached amendment



B.     Amendment(s) adopted on            SEPTEMBER 15, 1999
                               ---------------------------------------------
                                                (date)
       Indicate the method of adoption by checking the appropriate choice below:
       (       )  In accordance with sec. 180.1002, Wis. Stats.  (By the Board
                  of Directors)
   OR
       (       )  In accordance with sec. 180.1003, Wis. Stats. (By the Board
                  of Directors and Shareholders)
   OR
       (   X   )  In accordance with sec. 180.1005, Wis. Stats. (By
                  Incorporators or Board of Directors, before issuance of
                  shares)

C.     Executed on behalf of the corporation on         SEPTEMBER 29, 2000
                                                    ----------------------------
                                                             (date)

                                                        /S/ CARY JAMES O'DWANNY
                                                    ----------------------------
                                                             (signature)

                                                        CARY JAMES O'DWANNY
                                                    ----------------------------
                                                             (printed name)

                                                        PRESIDENT
                                                    ----------------------------
                                                             (officer's title)


D.     This document was drafted by                  RICHARD A. KRANITZ
                                       -----------------------------------------
                                            (name of individual required by law)

                           FILING FEE - $40.00 OR MORE
            SEE REVERSE for Instructions, Filing Fees and Procedures

                            Printed on Recycled Paper


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                               HARP & EAGLE, LTD.



                                    AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION



         HARP & EAGLE, LTD., by and pursuant to the written consent of its sole
incorporator, on September 15, 1999, prior to the subscription for or issuance
of any shares of its capital stock or the election of directors and/or officers,
adopted the following amendment.

         RESOLVED THAT, Article 2 of the Articles of Incorporation is hereby
amended to read as follows:

         The aggregate number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 12,000,000 shares, divided into
2,000,000 shares of series preferred stock with a par value of $.0001 per share,
herein called "Series Preferred Stock", and 10,000,000 shares of common stock
with a par value of $.0001 per share, herein called "Common Stock".

A.       Series Preferred Stock

         The Board of Directors of the Corporation is expressly vested with the
authority to divide the Series Preferred Stock into one or more series and to
fix, determine and state the voting power, dividend, redemption, conversion and
liquidation rights, designations, preferences and relative, participating,
optional or other special rights of the shares of each series and the
qualifications, limitations and restrictions thereof in the resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors hereto.

B.       Common Stock

         Subject to the prior and superior rights of the Series Preferred Stock
and on the conditions set forth in any resolution or resolutions of the Board of
Directors providing for the issuance of any particular series of the Series
Preferred Stock, the Board of Directors may declare and pay dividends on the
Common Stock from time to time as funds may be legally available therefor, which
may be payable in cash, stock or other property.

         Subject to the voting rights, if any, as may be set forth in any
resolution or resolutions of the Board of Directors providing for the issuance
of any particular series of any Series Preferred Stock, the holders of the
Common Stock shall be entitled to one vote for each share held at all meetings
of the stockholders of the Corporation. In the event of the liquidation,
dissolution or winding up of the affairs of the Corporation, and after all
payments and distributions shall have been made in full to the holders of the
Series preferred Stock as may have been required under the terms of the
resolution or resolutions of the Board of Directors providing for the issuance
of any particular series of the Series Preferred Stock, the remaining assets and
funds of the Corporation shall be distributed among the holders of the Common
Stock according to their respective shares.